A closer look at BREXIT The case for Ireland ContentsHeading Introduction 1 Why Ireland? 2 Taxation 4 Banking 5 Financial services 6 Data protection 7 Employment 8 Real estate 9 How we can help 10 A closer look at BREXIT Relocating to Ireland Introduction Post the BREXIT vote, the future is now uncertain for many businesses based in the UK. We have seen At a glance continuous change and dramatic developments since the vote to leave the EU was announced. 1. Uncertainties ahead for the UK, while Ireland Reassuringly, Ireland is firmly inside the EU and will remains firmly within the EU with access to remain so. This makes the UK’s English speaking the common market and all the associated neighbour an excellent proposition for any business benefits of EU membership. looking for the certainty and stability that continued EU membership brings. 2. For businesses relocating from the UK, Ireland is a familiar landscape in terms of Ireland’s capital, Dublin already hosts a long business culture, language, laws and the established International Financial Services Centre regulatory environment. (IFSC) and the vibrant Silicon Docks quarter is home to many of the world’s leading digital 3. With 40% of the population under 29 years technology companies. old, Ireland has a young, well-educated If you are considering relocating your business to English-speaking workforce. Ireland, our dedicated BREXIT Unit, made up of 4. Businesses relocating to Ireland will continue lawyers with expertise across all relevant sectors, to benefit from tax exemptions and few trade including HR, Corporate, Commercial, Real Estate, barriers when trading with EU member states. Banking and Financial Services is well placed to advise you. 5. Financial services firms located in Ireland The criteria applied by decision makers when will have the certainty they need around considering relocating to Ireland is different for every continued access to the common market business. Eversheds Ireland can help you identify and use of the EU’s passporting regime. the many opportunities relocating a business to Ireland can bring, and can assist you in successfully 6. Businesses subject to data protection implementing your relocation plans. This timely guide rules that relocate to Ireland will have the has been put together as a reference, highlighting benefit of the new General Data Protection some of the key points to consider in making the Regulation. decision to relocate to Ireland. 7. Relocating now means that prime office The Eversheds BREXIT team has multi-disciplinary space is available at an average rent expertise, keeping you ahead of the twists and turns considerably lower than London. as BREXIT develops. We are here to advise you on the impact for your business and how to protect your interests. Contact Sean Ryan Partner, Head of BREXIT Group Ireland +353 1 6644207 [email protected] 1 A closer look at BREXIT Relocating to Ireland Why Ireland? Based on our experience, the following factors tend to Comparable legal system be key considerations for businesses looking at Ireland as Ireland has a very similar legal system to the UK. Many of a location: the legal concepts relevant to businesses in the UK, relating, – a 12.5% corporate tax rate for domestic and foreign firms for example, to company law, contract law, employment law and regulation, also apply in Ireland. Ireland however, – the quality, flexibility and skills of an English-speaking will continue to be subject to EU legislation, whilst, post the work force BREXIT vote, the UK is likely to be in a state of change for a – a cooperative labour relations system number of years to come. Something that is likely to have a particular impact on international trade. – political stability – pro-business government policies Grants, incentives & support services – a transparent judicial system Various grants, incentives and support services are available to businesses, covering training, capital & employment – strong intellectual property protection and research, development and innovation. These include – the pulling power of existing companies operating a 25% tax credit for companies engaging in research & successfully. development. IDA Ireland is Ireland’s Foreign Direct Investment promotion Ireland, with a population of approx. 4.76 million people, agency and has assisted various companies, including Intel, is an open economy, and is regarded as one of the best Dell, Google, Zurich, Boston Scientific, Microsoft, Accenture places in the world to do business. Ranked 4th in the Forbes and IBM locating in Ireland. Best Countries for Business, it holds the highest ranking for an English speaking EU member state. 40% of the population is under 29 years old, and it has an The IMD World Competitiveness Yearbook, which education system that ranks in the Top 10 in the world. benchmarks the performance of 60 countries across Ireland also has a pool of skilled management talent: in the a number of key areas for Foreign Direct Investment, IMD World Competitiveness Key rankings for 2015, Ireland ranked Ireland as follows in 20161: ranked No.1 for the availability of senior management. – 1st for flexibility and adaptability of workforce While economic activity dropped sharply during the – 1st for investment incentives financial crisis, the Irish economy has recovered and The European Commission reported recently that the Irish – 1st for attractiveness of investment incentives economy was the fastest growing economy in the Euro – 1st for national culture open to foreign ideas zone for the second year in a row, and this growth is expected to continue in 2016 and 2017. – 1st for direct investment flows abroad (%) The country remains a preferred location for young Ireland’s economy grew 5 times faster than Eurozone Europeans. According to the ‘Mercer 2016 Cost of City average in 20152 Rankings’, Dublin, ranked No.47, making it less expensive 1 Source: IMD World Competitiveness Yearbook 2016, Manpower than other major European cities like London, Paris, Talent Shortage Survey 2015; Manpower Talent Shortage Survey 2015 Copenhagen and Zurich. 2 Source: Department of Finance Spring Stability Statement 2016 2 A closer look at BREXIT Relocating to Ireland Flexible business models Private companies – at a glance While various business models exist, the most common entity used to carry on business in Ireland, as in the UK, – There are two types of private limited companies in is a company limited by shares. The requirements and Ireland, a Private Limited Company or a Designated obligations under Irish law associated with setting up Activity Company (DAC). and maintaining a company in Ireland are very similar to – A Private Limited Company can have one director, the UK, including around; shareholder rights, directors a simplified Constitution and, because it does not duties, maintaining statutory registers and other post have stated objects, can engage in any lawful activity. incorporation reporting. – A DAC is a private company that has the capacity to undertake specific activities as set out in its Constitution. DACs tend to be used for regulated entities, charities, management companies, and companies which are incorporated for a specific purpose. A DAC must have a minimum of two directors. – Irish companies are required to have a registered office address in Ireland. – Every limited company is required to appoint a company secretary. In a single director company, there must be a separate company secretary. – There is no restriction in relation to foreign ownership of companies. An Irish company can be 100% owned by non-Irish residents. – Once incorporated, a company must maintain certain documentation. These include its statutory registers, which include a Register of Members, Register of Directors and Register of Directors Interests, amongst others. All Irish companies must also file an annual return every year following incorporation together with financial statements, which must be audited if a company is above a certain size. – For publicly traded companies, a sole or dual listing on the Irish Stock Exchange will continue to give access to a euro quotation and EU investors. Irish regulator approved prospectus’ and relevant authorisations will continue to be able to be passported without undue difficulty across the EU. 3 A closer look at BREXIT Relocating to Ireland Taxation Ireland’s Corporate Tax Regime Taxation and BREXIT Ireland’s corporate tax regime makes Ireland an extremely The nature of the relationship between the UK and the rest attractive location for business for a number of reasons. of the EU in terms of taxation post BREXIT is uncertain and The primary appeal is of course the corporate tax rate of will depend largely on the arrangements agreed between 12.5% on trading income (and 25% on passive income), a the EU and the UK as part of the BREXIT negotiations. rate that the Irish Government remains firmly committed Currently, because the UK has access to the common to. In addition to this, as an onshore well regulated location market, there are few barriers to trade between the UK and and the fact Ireland enjoys continued and unfettered barrier other EU Member States. However, once the UK leaves the free access to the EU common market, there are a number EU this relationship will change. The uncertain nature of the of other distinctive features of the Irish corporate tax regime relationship between the UK and the EU in terms of taxation worth noting. The regime aims to encourage Research post BREXIT makes Ireland attractive as an alternative and Development (R&D) activity and the development of location to the UK for businesses. knowledge and IP in Ireland. The R&D Tax Credit Scheme, available to Irish resident companies and branches (seeking to engage in scientific advancement and resolve scientific Continued access to the EU or technological uncertainty), provides a 25% tax credit in Ireland, as a member of the EU, will continue to have the relation to qualifying R&D expenditure which can be offset benefit of having access to the common market, with few against a company’s corporation tax liability.